8-KLeadership ChangesExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Dec 17, 2009)

Filed December 17, 2009For Securities:AEE

Summary

Ameren Corporation (AEE) filed an 8-K on December 17, 2009, detailing the establishment and ratification of its 2010 Executive Incentive Plan (2010 EIP) and performance share unit awards for its Named Executive Officers. The 2010 EIP incentivizes executives through cash awards tied to Ameren's earnings per share (EPS) and individual performance in 2010. Target incentive compensation varies as a percentage of base salary, with EPS being the primary performance metric. The filing also outlines the issuance of performance share unit awards for 2010, which are linked to Ameren's three-year total shareholder return (TSR) relative to utility peers from 2010-2012. These awards vest based on performance criteria and continued employment, with payouts subject to specific conditions, including those related to a "Change of Control" event. The plan includes provisions for forfeiture and accelerated payment under certain termination or change of control scenarios.

Key Highlights

  • 1Ameren approved the 2010 Executive Incentive Plan (2010 EIP) and performance share unit awards for Named Executive Officers.
  • 2The 2010 EIP uses Ameren's Earnings Per Share (EPS) and individual performance as key metrics for cash awards.
  • 3Target incentive compensation for Named Executive Officers ranges from 60% to 90% of their base salary.
  • 4Performance share units are tied to Ameren's three-year Total Shareholder Return (TSR) relative to a utility peer group for the period 2010-2012.
  • 5Awards can range from 0% to 200% of the target number of performance share units based on performance.
  • 6The plan includes provisions for forfeiture and accelerated vesting/payment in the event of a 'Change of Control' or specific employment terminations.
  • 7Dividends on performance share units will accrue and be reinvested into additional units.

Frequently Asked Questions

The 2010 EIP is designed to provide cash awards to Ameren's Named Executive Officers based on the company's earnings per share (EPS) and individual performance during the 2010 fiscal year, thereby aligning executive compensation with corporate performance.

Performance share unit awards are issued based on Ameren's three-year total shareholder return (TSR) relative to a utility peer group from 2010 to 2012, along with continued employment during this period. The actual number of units earned can range from 0% to 200% of the target grant.

In the event of a 'Change of Control', the treatment of both incentive plan awards and performance share units depends on whether Ameren continues to exist and its stock remains publicly traded. Specific provisions outline potential forfeiture, accelerated vesting, or conversion into deferred compensation with interest, based on the circumstances and employment status.

Yes, under the 2010 EIP, if Ameren's EPS falls below a threshold level determined by the Human Resources Committee, no award will be paid. Similarly, for performance share units, if Ameren's TSR relative to utility peers is below the 30th percentile over the three-year performance period, no units will be earned unless specific EPS targets are met.